Item 3.03 Material Modification to Rights of Security Holders.

Effective December 31, 2022, BioRestorative Therapies, Inc. (the "Company") changed its state of incorporation from the State of Delaware to the State of Nevada (the "Reincorporation") pursuant to an Agreement and Plan of Merger, dated as of December 23, 2022 (the " Plan of Merger "). The Company filed the following instruments on December 29, 2022 to effect the Reincorporation, each of which became effective on December 31, 2022: (i) Certificate of Merger (the " Delaware Certificate of Merger ") with the Secretary of State of the State of Delaware and (ii) Articles of Merger (the " Nevada Articles of Merger ") with the Secretary of State of the State of Nevada. Pursuant to the Plan of Merger, the Company also adopted new bylaws, which became effective on December 31, 2022 (the " Nevada Bylaws ").

The Reincorporation was previously submitted to a vote of, and approved by, the Company's stockholders at its 2022 Annual Meeting of Stockholders held on November 3, 2022. Upon the effectiveness of the Reincorporation:



     •   the affairs of the Company ceased to be governed by the General
         Corporation Law of the State of Delaware, the Company's existing
         Certificate of Incorporation (including the Certificate of Designations
         of Preferred Stock with regard to Series B Preferred Stock) and the
         Company's existing Bylaws, and the affairs of the Company are subject to
         the Nevada Revised Statutes, the Nevada corporation's   Amended and
         Restated Articles of Incorporation   (the "  Nevada Articles of
         Incorporation  "), the Nevada corporation's Certificate of Designations
         of Preferred Stock with regard to Series B Preferred Stock (the "  Nevada
         Certificate of Designations  ") and the Nevada Bylaws;



     •   each outstanding share of the Delaware corporation's common stock and
         Series B preferred stock has been converted into an outstanding share of
         the Nevada corporation's common stock and Series B preferred stock;



     •   each outstanding option and warrant to acquire shares of the Delaware
         corporation's common stock has been converted into an equivalent option
         and warrant to acquire, upon the same terms and conditions (including the
         vesting schedule and exercise price per share applicable to each such
         option and warrant), the same number of shares of the Nevada
         corporation's common stock;



     •   each outstanding restricted share of the Delaware corporation's common
         stock has been converted into an equivalent restricted share of the
         Nevada corporation's common stock with the same terms and conditions
         (including the vesting schedule applicable to each such share);



     •   each employee benefit, equity participation plan or other similar plan of
         the Delaware corporation will continue to be an employee benefit, equity
         participation plan or other similar plan of the Nevada corporation; and



     •   each director and officer of the Delaware corporation will continue to
         hold his respective position with the Nevada corporation.

Certain rights of the Company's stockholders have also changed as a result of the Reincorporation, as described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 23, 2022, under the section entitled "Proposal 3: Authorization to Reincorporate the Company in the State of Nevada," which description is incorporated in its entirety herein by reference.

The Reincorporation will not affect any of the Company's material contracts with any third parties, and the Company's rights and obligations under such material contractual arrangements will continue to be rights and obligations of the Company after the Reincorporation. The Reincorporation will not result in any change in the headquarters, business, jobs, management, employees, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation) of the Company.

The foregoing descriptions of the Plan of Merger , the Delaware Certificate of Merger , the Nevada Articles of Merger , the Nevada Articles of Incorporation , the Nevada Certificate of Designations and the Nevada Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan of Merger , the Delaware Certificate of Merger , the Nevada Articles of Merger , the Nevada Articles of Incorporation , the Nevada Certificate of Designations and the Nevada Bylaws , copies of which are filed as Exhibits 2.1 , 3.1 , 3.2 ,

3.3 , 3.4 and 3.5 , respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



Number
           Description
  2.1        Agreement and Plan of Merger  , dated as of December 23, 2022, by and
           between BioRestorative Therapies, Inc., a Delaware corporation, and
           BioRestorative Therapies, Inc., a Nevada corporation.
  3.1        Certificate of Merger  , as filed with the Secretary of State of the
           State of Delaware on December 29, 2022.
  3.2        Articles of Merger  , as filed with the Secretary of State of the State
           of Nevada on December 29, 2022.
  3.3        Amended and Restated Articles of Incorporation   of the Company, as filed
           with the Secretary of State of the State of Nevada on December 29, 2022.
  3.4        Certificate of Designations of Preferred Stock   with regard to Series B
           Preferred Stock of the Company, as filed with the Secretary of State of
           Nevada on December 29, 2022.
  3.5        Bylaws   of the Company.

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